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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 Haverty Furniture Companies Inc. DEF 14A 5/06/24 11:42M Broadridge Fin’l So… Inc |
Document/Exhibit Description Pages Size 1: DEF 14A Definitive Proxy Statement HTML 1.26M 6: R1 Document and Entity Information HTML 14K 7: R2 Pay vs Performance Disclosure HTML 239K 8: XML IDEA XML File -- Filing Summary XML 37K 11: XML XBRL Instance -- hvtdef14a_htm XML 340K 3: EX-101.DEF XBRL Definitions -- hvt-20240506_def XML 19K 4: EX-101.LAB XBRL Labels -- hvt-20240506_lab XML 104K 5: EX-101.PRE XBRL Presentations -- hvt-20240506_pre XML 65K 2: EX-101.SCH XBRL Schema -- hvt-20240506 XSD 19K 9: JSON XBRL Instance as JSON Data -- MetaLinks 28± 36K 10: ZIP XBRL Zipped Folder -- 0001140361-24-015464-xbrl Zip 20.08M
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Preliminary Proxy Statement
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
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(4) Date Filed:
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MEETING INFORMATION
 DATE AND TIME:
Monday, May 6, 2024
10:00 a.m. Eastern Time
 LOCATION:
Courtyard Baltimore
Downtown/Inner Harbor
1000 Aliceanna Street
 RECORD DATE:
Holders of record of our Common Stock or Class A Common Stock as of March 8, 2024 are entitled to notice of, and to vote at, the meeting
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ITEMS OF BUSINESS
1. Election
of Directors:
Holders of Class A Common Stock to elect six directors.
Holders of Common Stock to elect three directors.
2. Advisory
Vote on Executive Compensation.
3. Ratification
of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2024.
Shareholders may also transact such other business as may properly come before the annual meeting or any adjournments.
As a stockholder, your vote is very important, and the company’s board of directors strongly encourages you to exercise your right to vote.
BY ORDER OF THE BOARD OF DIRECTORS
 Jenny Hill Parker
Senior Vice President, Finance, and
Corporate Secretary
Atlanta, Georgia
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 6, 2024.
The proxy statement and Form 10-K for 2023 are available at www.proxyvote.com and on Havertys’
website at havertys.com under “Investor Relations” then “Reports & Financials” and “SEC Filings.”
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VOTING METHODS
Please carefully review the proxy materials and follow the instructions to cast your vote in advance of the meeting.
 Internet
 Telephone
Call 1-800-690-6903*
 Sign, date and return your proxy card.
*You will need the 11-digit control number from your proxy card, voting instructions or notice.
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Our Board of Directors
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1
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Proposal 1. Election of Directors
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Nominees for Election by Holders of Class A Common Stock
Nominees for Election by Holders of Common Stock
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3
5
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Corporate Governance
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Board Leadership
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7
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Committees of the Board
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7
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Board of Directors Oversight Roles
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9
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Governance Guidelines and Policies
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10
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Director Compensation
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13
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Compensation Discussion and Analysis
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Role of the NCG Committee
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16
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Recap of 2023 NEO Compensation Program
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17
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Executive Compensation Components
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20
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Compensation Committee Report
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25
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Executive Compensation
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Summary Compensation Table
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26
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Grants of Plan Based Awards Table
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28
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Outstanding Equity Awards at Fiscal Year-End Table
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29
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Option Exercises and Stock Vested Table
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31
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Non-Qualified Deferred Compensation Plans
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32
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Pension Benefits and Retirement Plans
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33
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2023 Potential Payments upon Termination or Change in Control
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33
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CEO Pay Ratio Information
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36
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Pay-versus-Performance
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36
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Proposal 2. Advisory Vote on Executive Compensation
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42
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Equity Compensation Plan Information
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43
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Audit Committee Report
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44
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Proposal 3. Ratification of the Appointment of our Independent Registered Public Accounting Firm
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47
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Ownership of Securities
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Ownership by our Principal Stockholders
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48
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Ownership by our Directors and Management
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50
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Information about our Annual Meeting
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51
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Stockholder Proposals for 2025 Meeting
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53
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Available Information
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54
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Other Business
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54
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GAAP to Non-GAAP Reconciliation
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Appendix A
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Proposal 1: Election of Directors
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What am I voting on?
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Holders of Class A common stock are being asked to elect six directors for a one-year term.
Holders of common stock are being asked to elect three directors for a one-year term.
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Voting recommendations:
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Our board of directors recommends a vote “For” each of the director nominees.
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Building Our Board - Nominee Demographics
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Nominee Attributes and Skills
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All Director nominees exhibit:
• High integrity
• Strategic and innovative thinking
• Strong leadership skills
• A proven record of success
• Financial acumen
• Excellent communication skills
• Knowledge of corporate governance requirements and
practices
• Able to identify and manage risks
• Strong collaboration, discussion, and decision-making skills
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 5 out of 9 current or former CEO
 5 out of 9
Other public board experience
 7 out of 9 finance experience
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 8 out of 9 Risk Assessment
experience
 7 out of 9
Consumer-focused
experience
 5 out of 9
Marketing/
Brand
Building experience
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 7 out of 9
Sales experience
 1 out of 9 Cybersecurity experience
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Proposal 1: Nominees for Election by Holders of Class A Common Stock
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L. ALLISON DUKES
Age 49
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Independent Director since 2016
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Principal Occupation: Senior Managing Director and Chief Financial Officer, Invesco Ltd. since August 2020. Deputy Chief Financial Officer, Invesco Ltd. from March 2020 to August 2020. Former Chief Financial Officer for SunTrust Banks, Inc. from March 2018 until December 2019. Head of Commercial Banking for SunTrust Banks, Inc.
from 2017 until 2018.
Affiliations: Board of Trustees of Children’s Healthcare of Atlanta and Board of Trustees of Emory University; past chair of the Board of Junior Achievement of
Georgia.
Experience:
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RAWSON HAVERTY JR.
Age 67
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Non-Independent
Non-Management Director since 2023
Management Director from 1992-2023
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Principal Occupation: Retired, former Senior Vice President, Real Estate and Development of Havertys from 1998 until 2023.
Affiliations: Southface Institute, Christopher’s Haven Atlanta, and Advisory Board of the Emory University Center for Ethics.
Experience:
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NATALIE B. MORHOUS
Age 40
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Ms. Morhous is standing for election for the first time.
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Principal Occupation: CEO, RaceTrac Inc., since January 2024. President from February 2019 until January 2024.
Affiliations: Board of Directors of RaceTrac, Inc., Board of Directors of the National Association of Convenience Stores, Advisory Board of the Emory University
Center for Ethics, Young President’s Organization, and Leadership Georgia‑2023.
Experience:
 
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Proposal 1: Nominees for Election by Holders of Class A Common Stock
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VICKI R. PALMER
Age 70
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Independent Director since 2001
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Principal Occupation: Retired, former Executive Vice President, Financial Services and Administration for Coca-Cola
Enterprises Inc. from 2004 until 2009. Senior Vice President, Treasurer and Special Assistant to the CEO of Coca‑Cola Enterprises Inc. from 1999 to 2004.
Other Public Directorships: First Horizon National Corporation.
Affiliations: Finance Chair of the Black Economic Alliance, Lifetime Trustee of Spelman College, Rhodes College, and Woodward Academy.
Experience:
   
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DEREK G. SCHILLER
Age 53
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Independent Director since 2020
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Principal Occupation: President and Chief Executive Officer of the Atlanta Braves, a Major League Baseball Club, since 2018. President of
Business for the Braves from 2016 to 2018.
Affiliations: Member of the Board of the Metro Atlanta Chamber of Commerce, the Atlanta Convention and Visitors Bureau, the Atlanta Sports
Council, and the Jack and Jill Late-Stage Cancer Foundation.
Experience:
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AL TRUJILLO
Age 64
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Independent Director since 2003
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Principal Occupation: President and Chief Operating Officer of the Georgia Tech Foundation since 2013. Investment Funds Advisor from 2007 to 2013. Former
President and Chief Executive Officer of Recall Corporation, a global information management company from 2002 until 2007.
Other Public Directorships: Former director of SCANA Corporation, which was acquired by Dominion Energy in 2018.
Affiliations: Member of the Board of Trustees of Marist School.
Experience:
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Proposal 1: Nominees for Election By Holders of Common Stock
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MICHAEL R. COTE
Age 62
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Independent Director since 2022
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Principal Occupation: Retired, former CEO of Secureworks from 2002 to 2022 and chairman of the board from 2002 to 2011.
Other Public Directorships: Secureworks from 2016 to 2021.
Affiliations: Executive Chairman of the Board of Directors of Nitel, Inc., Director of Palmetto Technology Group, Board of Trustees of Children’s Healthcare of
Atlanta, and the Board of Trustees at Marist School.
Experience:
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G. THOMAS HOUGH
Age 69
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Independent Director since 2018
Lead Director since 2021
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Principal Occupation: Retired, Americas Vice Chair of Ernst & Young LLP (“EY”). Vice Chair of Assurance Services of EY from 2009 to 2014.
Other Public Directorships: Equifax Inc., Federated Hermes Fund Family, and former director of Publix Super Markets, Inc. from 2015 until 2020.
Affiliations: President’s Cabinet of the University of Alabama.
Experience:
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CLARENCE H. SMITH
Age 73
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Management Director since 1989
Chairman of the Board since 2012
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Principal Occupation: Chief Executive Officer of Havertys since 2003. President and Chief Executive Officer from 2003 until March 2021. Over 48 years with
Havertys in various positions.
Other Public Directorships: Oxford Industries, Inc.
Affiliations: Executive Committee of Metro Atlanta Chamber of Commerce, and member of the Board of Trustees of Marist School.
Experience:
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Clarence H. Smith and Rawson Haverty, Jr. are first cousins.
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Retiring Director – Not Standing For Election
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MYLLE H. MANGUM
Age 75
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Independent Director since 1999
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Principal Occupation: Chief Executive Officer of IBT Holdings, LLC, a provider of design, construction and consultant services for the retail banking and
specialty retail industries, since 2003.
Other Public Directorships: Barnes Group, Inc., Express, Inc., and former director of PRGX Global, Inc., which merged with Ardian in March 2021.
Affiliations: The Shopping Center Group.
Experience:
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Dual Class Stock Structure
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Board Leadership
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Attendance
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Committees of the Board
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Name, Meetings and Members
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Principal Functions
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Audit Committee
Meetings: 4
Al Trujillo – Chair
Michael R. Cote
G. Thomas Hough
Vicki R. Palmer
Each member has been designated as “an audit committee financial expert” as defined by the Securities and Exchange Commission (“SEC”) and meets the independence requirements of the New
York Stock Exchange (“NYSE”), SEC, and our Governance Guidelines as well as the enhanced standards for Audit Committee members in Section 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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➢ Provides oversight of the systems and procedures relating to the financial
statements, financial reporting process, systems of internal accounting and financial controls.
➢ Reviews and discusses with management the company’s risk assessment framework
and management policies including cybersecurity and the framework with respect to significant financial and enterprise risk exposures.
➢ Monitors the qualifications, independence and performance of the company’s
internal audit function and independent auditor and meets after each quarterly meeting with management, the internal audit team, and the independent auditor in separate executive sessions.
➢ Committee charter on Havertys’ website at
https://ir.havertys.com/corporate-governance-information/corporate-governance-documents
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NCG Committee
Meetings: 2
L. Allison Dukes – Chair
G. Thomas Hough
Mylle H. Mangum
Derek G. Schiller
Al Trujillo
Each member meets the independence requirements of the NYSE, SEC and our Governance Guidelines as well as the enhanced standards for Compensation and Governance
Committee members in Rule 16b-3 promulgated under the Exchange Act.
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➢ Translates our compensation objectives into a compensation strategy that
reinforces alignment of the interests of our executives with that of our stockholders.
➢ Approves and evaluates the company’s director and executive officer compensation
plans, policies and programs.
➢ Conducts an annual review and evaluation of the CEO’s performance in light of
the company’s goals and objectives.
➢ Reviews and makes recommendations for composition and structure of the board and
policies relating to the recruitment of new board members and nomination and reelection of existing board members.
➢ Oversees the compliance structure and programs with annual reviews of Havertys’
corporate governance documents.
➢ Oversees the company’s ESG-related initiatives.
➢ Reviews and approves related person transactions in accordance with board
practices.
➢ Committee charter on Havertys’ website at
https://ir.havertys.com/corporate-governance-information/corporate-governance-documents
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Executive Committee
Meetings: 0
Actions by Unanimous Consent: 1
Independent Members:
G. Thomas Hough – Chair
L. Allison Dukes
Al Trujillo
Management Member:
Clarence H. Smith
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➢ In accordance with our bylaws, acts with the power and authority of the board in
the management of our business and affairs in the interim period between meetings of the board.
➢ Generally, holds meetings to approve specific terms of financings or other
transactions after these items have previously been presented to the board.
➢ Committee charter on Havertys’ website at
https://ir.havertys.com/corporate-governance-information/corporate-governance-documents
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Board of Directors Oversight Roles
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Governance Guidelines and Policies
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• Michael R. Cote
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• G. Thomas Hough
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• Vicki R. Palmer
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• Al Trujillo
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• L. Allison Dukes
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• Natalie B. Morhous
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• Derek G. Schiller
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Director Compensation
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Annual Retainer
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Equity Retainer
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$
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50,000
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Cash Retainer
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$
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50,000
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Supplemental Annual Retainer
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Lead Director
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$
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12,000
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Audit Committee Chair
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$
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10,000
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NCG Committee Chair
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$
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10,000
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Annual Stock Grant (FMV)
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All Non-Employee Directors
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$
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40,000
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Annual Retainer
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Equity Retainer
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$
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95,000
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Cash Retainer
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$
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60,000
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Supplemental Annual Retainer
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Lead Director
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$
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25,000
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Audit Committee Chair
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$
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20,000
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NCG Committee Chair
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$
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15,000
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Audit Committee Member
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$
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10,000
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NCG Committee Member
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$
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5,000
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•
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All retainers beginning on May 6, 2024, will be paid on the first day of the board year.
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| • | The lead director will not receive a supplemental annual cash retainer for his or her committee service. |
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Director
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Fees Earned or Paid in Cash ($)
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Stock
Awards ($) (1)
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All Other Compensation (2)
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Total ($)
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Michael R. Cote
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$
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50,000
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$
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90,000
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$
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—
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$
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140,000
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L. Allison Dukes
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56,667
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90,000
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—
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146,667
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Rawson Haverty Jr. (2)
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33,333
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60,000
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103,677
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197,010
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C. Thomas Hough
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62,000
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90,000
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—
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152,000
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Vicki R. Palmer
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50,000
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90,000
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—
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140,000
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Derek G. Schiller
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50,000
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90,000
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—
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140,000
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Al Trujillo
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60,000
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90,000
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—
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150,000
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Mylle H. Mangum (3)
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53,333
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90,000
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—
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143,333
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(1)
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Represents the aggregate grant date total fair value of stock awards determined in accordance with FASB ASC Topic 718. The award reflected in this column consists of a fully-vested
award granted to non-employee directors on May 8, 2023 as the annual grant made on the first day of the new board year. The grant date fair value was $25.57, which was the closing price of the company’s common stock on the grant date.
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(2)
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This column reflects the compensation received by Mr. Haverty for his services as an employee prior to his retirement from the Company in 2023. Mr. Haverty was a management director
for the 2022-2023 board year and did not receive compensation for that service.
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(3)
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Ms. Mangum will retire from the board at the end of the 2023 board year on May 5, 2024.
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Overview
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Name
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Age
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Office and Year Elected to Office
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Clarence H. Smith
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73
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Chief Executive Officer – 2022
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Richard B. Hare
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57
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Executive Vice President and Chief Financial Officer - 2017
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Steven G. Burdette
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62
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President – 2021; Executive Vice President, Operations 2017-2021
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J. Edward Clary
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63
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Executive Vice President and Chief Information Officer – 2015(1)
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John L. Gill
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60
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Executive Vice President, Merchandising – 2019;
Senior Vice President, Merchandising 2018 - 2019
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(1)
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On March 4, 2024, Mr. Clary announced his intention to retire effective July 2024.
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➢
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Strong and Consistent Financial performance.
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➢
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Net sales of $862.1M, third highest in company history, up 7.5% compared to 2019 (pre-COVID).
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➢
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EBITDA* in 2023 up 79% compared to 2019 reflecting the changes to our operating model.
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➢
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Share repurchases of $6.9M, quarterly dividends of $19.1M, special dividends of $16.1M.
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Role of the NCG Committee
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✔
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Conducted an annual review of our compensation philosophy to ensure that it remains appropriate given strategic objectives;
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✔
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Reviewed results from an annual review of compensation data related to our peers;
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✔
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Reviewed and recommended for approval to the independent members of the board of directors all compensation components for our CEO;
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✔
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Reviewed and approved all compensation components for our other executive officers;
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✔
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Performed an annual evaluation of the execution of our pay-for-performance philosophy, to ensure that the actual award decisions resulted in alignment of relative pay and relative performance compared
to the compensation peer group;
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✔
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Held an executive session, without members of management, for the purpose of discussing decisions related to the CEO’s performance, goal-setting, and compensation level and covered these items in an
executive session of the independent directors of the board; and
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✔
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Reviewed succession planning with the CEO and in executive session of the board.
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Recap of 2023 NEO Compensation Program
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Compensation Component
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Key Features
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Purpose
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2023 Actions
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Base Salary
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• Fixed base of cash compensation commensurate with job responsibilities and experience.
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• Provide a fixed amount of cash compensation to attract and retain talented executives and differentiate the scope and complexity of
executive’s positions as well as individual performance over time.
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• Base salaries were increased in January 2023 by approximately 5.1% for the NEOs.
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Annual Cash Incentive (MIP)
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• Individual MIP opportunities are expressed as a percentage of base salary and can vary for executives based on their positions. Target MIP
award opportunities are generally established so that total annual cash compensation (base salary plus target MIPs) approximates the median of our peer group.
• Performance-based cash incentive pay is comprised of two plans: MIP-I is tied to the company achieving certain pre-tax earnings levels
during the year (80% of total target cash incentive pay) and MIP-II is based on successfully meeting individual performance goals (20% of total target cash incentive pay).
• The range of potential payouts for actual results relative to these goals is zero to 175% of target for MIP-I and zero to 100% of target
for MIP-II.
• MIP amounts are earned based on the results achieved as determined by the Committee after evaluating company and individual performance
against pre-established goals.
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• Motivate and reward achieving or exceeding company and individual performance objectives, reinforcing pay-for-performance.
• Align performance measures for NEOs on key business objectives to lead the organization to achieve short-term financial and operational
goals.
• Ensure alignment of short-term and long-term strategies of the company.
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• 2023 performance resulted in total MIP-I earned at 85.3% of its target and MIP-II earned at 100% of its target for the NEOs.
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Long-Term Equity
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• Awards are granted annually with consideration of competitive market grant levels.
• Awards to NEOs are in the form of performance restricted stock units (PRSUs) based on EBITDA and Sales, and in the form of time-based
restricted stock units.
• Vesting: The PRSUs granted in 2023 that are earned will cliff vest in February 2026. The restricted stock units vest in equal increments
over a three-year period. The grants are forfeitable upon termination of employment, except in the cases of death, disability, or normal retirement.
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• Stock-based compensation links executive compensation directly to stockholder interests.
• PRSUs provide a direct connection to company performance.
• Multi-year vesting creates a retention mechanism and provides incentives for long-term creation of stockholder value.
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• Award sizes were determined in consideration of market levels, internal equity, and historical practices.
• 80% of our CEO’s and 70% of our other NEO’s equity awards were granted as PRSUs, with the remainder granted as RSUs. The PRSUs were tied
80% to EBITDA and 20% tied to Sales.
• 2023 performance-based awards tied to EBITDA were earned at 83.9% of target and awards tied to Sales were earned at 44.5% of target. These
earned performance-based awards will vest in February 2026.
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✔ What We Do:
✔ Pay-for performance. A significant percentage of targeted annual compensation
is delivered in the form of variable compensation that is connected to actual performance. For 2023, variable compensation comprised approximately 73% of the targeted annual compensation for the chief executive officer and, on average, 59%
of the targeted annual compensation for the other named executive officers.
✔ Provide competitive target pay opportunities. We annually evaluate our
target and actual compensation levels and relative proportions of the types of compensation against our peer group. We use informed judgement in order to offer the compensation appropriate to motivate and attract highly talented individuals
to enable our long-term growth.
✔ Align performance measures to a mix of key strategic and operating objectives. Performance
measures for incentive compensation are linked to both strategic and operating objectives designed to create long-term stockholder value and to hold executives accountable for their individual performance and the performance of the company.
✔ Link compensation to future stock performance. In 2023, all of the long-term
incentive awards delivered to our named executive officers were in the form of equity-based compensation. For 2023, long-term equity compensation comprised approximately 47% of the targeted annual compensation for the chief executive
officer and 31% to 35% of the targeted annual compensation for the other named executive officers.
✔ Retain an outside compensation consultant. The NCG Committee retains an
independent compensation consultant to review the company’s executive compensation program and practices.
✔ Establish maximum payout caps for annual cash incentive compensation and Performance Restricted
Stock Units (PRSUs).
✔ Maintain “Clawback” and “Recoupment” Policies. The company will recover
incentive compensation paid to an executive officer that was calculated based upon any financial result or performance metric that is later subject to a financial restatement and may recover incentive compensation impacted by fraud or
misconduct of the executive officer.
✔ Require meaningful stock ownership. Our chief executive officer is required
to have qualified holdings equal to the lesser of a multiple of six times his base salary or 135,000 shares. Our CEO’s qualified holdings were approximately 267,000 shares at December 31, 2023. The other NEOs are also subject to ownership
guidelines. Their qualified holdings ranged from approximately 43,000 to 74,000 shares at December 31, 2023. New officers have five years to meet required ownership guidelines.
✔ Mitigate undue risk-taking in compensation programs. Our compensation
programs for our executive officers contain features that are designed to mitigate undue risk-taking by our executives.
✔ Require a “double trigger” for change-in-control severance benefits to be payable.
|
X What We Don’t Do:
X No repricing or buyout of underwater stock options. Our equity plan does not
permit the repricing or buyout of underwater stock options or stock appreciation rights without stockholder approval, except in connection with certain corporate transactions involving the company.
X Prohibition against margin loans, pledging, and hedging or similar transactions of company
securities by senior executives and directors.
X No dividends or dividend equivalents are accrued or paid on unvested and/or unexercised awards.
X No change-in-control tax gross ups. We do not provide change-in-control tax
gross ups.
X No significant
perquisites. We do not provide our employees, including our NEOs, with significant perquisites.
|
|
|
How We Make Compensation Decisions
|
|
Peer Group
|
||||
|
American Woodmark
|
Ethan Allen Interiors Inc.
|
La-Z-Boy Incorporated
|
||
|
Bassett Furniture Industries Inc.
|
Flexsteel Industries, Inc.
|
Miller Knoll, Inc.
|
||
|
Big 5 Sporting Goods Corporation
|
Hibbett Sports, Inc.
|
Oxford Industries, Inc.
|
||
|
Conn’s Inc.
|
Hooker Furnishings Corporation
|
Sleep Number Corporation
|
||
|
Culp, Inc.
|
Kimball International, Inc.
|
The Lovesac Company
|
||
|
Executive Compensation Components
|
|
MIP-I Goal and Earned
|
||||||||||||||||||||||||
|
(in millions)
|
Q1
|
Q2
|
Q3
|
Q4
|
Annual
|
Total
|
||||||||||||||||||
|
MIP-I Weighting
|
9
|
%
|
10
|
%
|
10
|
%
|
11
|
%
|
60
|
%
|
100
|
%
|
||||||||||||
|
MIP-I Pre-Tax Earnings Goal
|
$
|
17.5
|
$
|
19.6
|
$
|
20.7
|
$
|
20.9
|
$
|
78.9
|
||||||||||||||
|
2023 Pre-Tax Earnings
|
$
|
15.4
|
$
|
15.8
|
$
|
22.9
|
$
|
18.5
|
$
|
72.7
|
||||||||||||||
|
% of Goal Achieved
|
88
|
%
|
81
|
%
|
111
|
%
|
89
|
%
|
92
|
%
|
||||||||||||||
|
Target % Achieved
|
76
|
%
|
62
|
%
|
133
|
%
|
78
|
%
|
84
|
%
|
||||||||||||||
|
% of MIP-I Earned
|
6
|
%
|
6
|
%
|
13
|
%
|
9
|
%
|
50
|
%
|
85
|
%
|
||||||||||||
|
Stock Ownership Guidelines
|
|
Position
|
Guidelines
|
|
Chief Executive Officer
|
6.0x salary or 135,000 shares
|
|
President
|
4.0x salary or 65,000 shares
|
|
Executive Vice President
|
3.0x salary or 40,000 shares
|
|
Senior Vice President
|
2.0x salary or 25,000 shares
|
|
Pension Benefits and Retirement Plans
|
|
Consideration of Last Year’s Advisory Stockholder Vote on Executive Compensation
|
|
Frequency of Advisory Stockholder Vote on Executive Compensation
|
|
The NCG Committee oversees Havertys’ compensation on behalf of the board and operates under a written charter adopted by the board. A copy
of the charter is available on Havertys’ website at http://ir.havertys.com/corporate-governance-information/corporate-governance-documents.
The NCG Committee, the members of which are listed below, is responsible for establishing and administering the executive compensation
programs of Havertys. The NCG Committee has reviewed and discussed the Compensation Discussion and Analysis with management as required by Item 402(b) of Regulation S-K. Based on such review and discussions, the NCG Committee recommended to the
board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s 2023 Fiscal Annual Report on Form 10-K.
The Nominating, Compensation and Governance Committee
|
||||||||
 |
 |
 |
 |
 |
||||
|
L. Allison Dukes
Chair
|
G. Thomas Hough
|
Mylle H. Mangum
|
Derek G. Schiller
|
Al Trujillo
|
||||
|
Summary Compensation Table
|
|
Name,
Principal Position, and Year
|
Salary
|
Non-Equity Incentive Plan Compensation
(1)
|
Stock Awards
(2)
|
Change in Pension Value
(3)
|
All Other Compensation
(4)
|
Total
|
||||||||||||||||||
|
Clarence H. Smith
Chairman and Chief Executive Officer
|
||||||||||||||||||||||||
|
2023
|
760,000
|
670,746
|
1,330,012
|
60,223
|
66,713
|
2,887,694
|
||||||||||||||||||
|
2022
|
725,000
|
772,676
|
1,150,562
|
—
|
30,953
|
2,679,191
|
||||||||||||||||||
|
2021
|
690,000
|
1,104,000
|
1,109,213
|
202,381
|
73,238
|
3,161,832
|
||||||||||||||||||
|
Steven G. Burdette
President
|
||||||||||||||||||||||||
|
2023
|
525,000
|
324,341
|
472,486
|
23,326
|
46,845
|
1,391,998
|
||||||||||||||||||
|
2022
|
462,833
|
369,516
|
384,790
|
—
|
48,544
|
1,302,850
|
||||||||||||||||||
|
2021
|
365,165
|
494,000
|
510,738
|
—
|
45,110
|
1,512,681
|
||||||||||||||||||
|
Richard B. Hare
Executive Vice President and Chief Finance Officer
|
||||||||||||||||||||||||
|
2023
|
465,000
|
266,754
|
399,988
|
—
|
28,842
|
1,160,584
|
||||||||||||||||||
|
2022
|
440,000
|
304,807
|
338,614
|
—
|
25,850
|
1,109,271
|
||||||||||||||||||
|
2021
|
420,000
|
436,800
|
343,875
|
—
|
27,537
|
1,228,212
|
||||||||||||||||||
|
J. Edward Clary
Executive Vice President and Chief Information Officer
|
||||||||||||||||||||||||
|
2023
|
420,000
|
222,405
|
300,007
|
35,819
|
26,990
|
1,005,221
|
||||||||||||||||||
|
2022
|
400,000
|
255,782
|
250,130
|
—
|
32,422
|
938,334
|
||||||||||||||||||
|
2021
|
387,000
|
371,520
|
274,609
|
—
|
28,284
|
1,061,413
|
||||||||||||||||||
|
John L. Gill
Executive Vice President, Merchandising
|
||||||||||||||||||||||||
|
2023
|
420,000
|
222,405
|
300,007
|
10,690
|
27,706
|
980,808
|
||||||||||||||||||
|
2022
|
400,000
|
255,782
|
250,130
|
—
|
25,133
|
931,045
|
||||||||||||||||||
|
2021
|
351,088
|
371,122
|
274,609
|
—
|
25,067
|
1,058,19
|
||||||||||||||||||
|
Summary Compensation Table Footnotes
|
|
(1)
|
Non-Equity Incentive Plan Compensation: Amounts for the cash earned under the annual incentive plans. For a description of the plans see
“Compensation Discussion and Analysis.” The aggregate awards earned for 2023 were 88.3% of each NEO’s combined MIP target levels. The table below includes the amount of the total award to each named executive officer and the portion of the
award attributable to each component.
|
|
Corporate Performance ($)
|
Individual
Performance
|
Total Annual
Incentive Award ($)
|
||||||||||
|
Smith
|
$
|
518,746
|
$
|
152,000
|
$
|
670,746
|
||||||
|
Burdette
|
250,841
|
73,500
|
324,341
|
|||||||||
|
Hare
|
206,304
|
60,450
|
266,754
|
|||||||||
|
Clary
|
172,005
|
50,400
|
222,405
|
|||||||||
|
Gill
|
172,005
|
50,400
|
222,405
|
|||||||||
|
(1)
|
Stock Awards: These amounts are the full value of the grants on the date the grants were made, as
determined in accordance with ASC Topic 718. The full grant date value is calculated using the number of awards multiplied by the closing price of our stock on the date of grant. All the grants were made on January 26, 2023. Awards containing
a performance-based vesting condition are included based on achieving target performance. The amounts reported for these awards may not represent the amounts the individuals will actually realize, as the number of shares earned, if any, will
depend on actual performance versus goals and the change in our stock price over time.
|
|
Components of Annual Stock Awards
|
Additional Information
|
|||||||||||||||||||||||
|
Value of
Time-based shares ($)
|
Value of Performance Shares
- Target ($)
|
Total
|
Value of Performance Shares
- Maximum ($)
|
|||||||||||||||||||||
|
EBITDA
|
Sales
|
EBITDA
|
Sales
|
|||||||||||||||||||||
|
Smith
|
$
|
266,029
|
$
|
851,193
|
$
|
212,790
|
$
|
1,330,012
|
$
|
1,489,595
|
$
|
265,996
|
||||||||||||
|
Burdette
|
141,749
|
264,603
|
66,134
|
472,486
|
463,072
|
82,676
|
||||||||||||||||||
|
Hare
|
120,003
|
223,995
|
55,990
|
399,988
|
391,999
|
69,980
|
||||||||||||||||||
|
Clary
|
90,002
|
168,004
|
42,001
|
300,007
|
294,007
|
52,510
|
||||||||||||||||||
|
Gill
|
90,002
|
168,004
|
42,001
|
300,007
|
294,007
|
52,510
|
||||||||||||||||||
|
(2)
|
Change in Pension Value: Represents the aggregate change in the actuarial present value of accumulated benefits under the SERP for the
applicable year. These amounts were determined using interest rate and mortality rate assumptions consistent with those used in Note 10 Benefit Plans to our 2023 consolidated financial statements, which are included in our Form 10-K for the
year ended December 31, 2023. Year-over-year changes in pension value for the SERP were frozen when the pension plan was terminated in 2014. The SERP monthly benefits are actuarially increased if commencement of such benefits begins after
normal retirement age if elected by the participant prior to the SERP being frozen. For 2022, the change in pension value includes the impact of the late retirement factors under the SERP which increased the present values and higher discount
rates which decreased present values. The methodology used to calculate the actuarial present value of the accumulated benefits under the SERP as of December 31, 2022 and December 31, 2021, did not include the impact of the late retirement
factors. The amounts reported for 2021 were calculated using the late retirement factors, which resulted in part, in the increase in the benefit for 2021 as compared to 2020 for affected participants. The higher discount rates in 2022
resulted in a total decrease in pension values for the NEOs as follows: Mr. Smith - $23,127, Mr. Burdette - $97,833, Mr. Clary - $144,100 and Mr. Gill - $50,900. Mr. Hare joined the company in 2017 and has no benefits under the SERP.
|
|
(3)
|
All Other Compensation: These amounts for 2023 are comprised of items as noted in the following table:
|
|
401 (K)
Plan Match(a)
|
Deferred Compensation
Plan
Contribution(b)
|
Other(c)
|
Total
|
|||||||||||||
|
Smith
|
$
|
13,200
|
$
|
36,080
|
$
|
17,433
|
$
|
66,713
|
||||||||
|
Burdette
|
13,200
|
16,935
|
16,710
|
46,845
|
||||||||||||
|
Hare
|
13,200
|
— |
15,642
|
28,842
|
||||||||||||
|
Clary
|
13,200
|
— |
13,790
|
26,990
|
||||||||||||
|
Gill
|
13,200
|
— |
14,506
|
27,706
|
||||||||||||
|
(a)
|
The maximum 401(k) match for calendar year 2023 was $13,200.
|
|
(b)
|
Company contributions to the Deferred Compensation Plan are based on participants’ compensation and contributions.
|
|
(c)
|
Includes: premium costs for covering a portion of medical insurance coverage, additional life insurance, long-term disability coverage and health examinations.
|
|
2023 Grants of Plan Based Awards Table
|
|
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards ($)(2)
|
Estimated Possible Payouts
Under Equity
Incentive Plan Awards (#)(3)(4)
|
||||||||||||||||||||||||||||||||||||
|
Name, Grant and NCG Committee Approval Date
|
Award
Type (1)
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
All Other Stock Awards: Number of Shares of Stock (#)
|
Exercise or Base Price of Awards $/Share(5)
|
Grant Date Fair Value of Stock Award
$(6)
|
|||||||||||||||||||||||||||
|
Clarence H. Smith
|
|||||||||||||||||||||||||||||||||||||
|
1/26/2023
|
ACMIP-I
|
$
|
21,888
|
$
|
608,000
|
$
|
1,064,000
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
|
1/26/2023
|
ACMIP-II
|
—
|
152,000
|
152,000
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
|
1/26/2023
|
PRSU
|
—
|
—
|
—
|
10,271
|
25,677
|
44,935
|
—
|
$
|
33.15
|
$
|
851,193
|
|||||||||||||||||||||||||
|
1/26/2023
|
PRSU.1
|
—
|
—
|
—
|
2,568
|
6,419
|
8,024
|
—
|
33.15
|
212,790
|
|||||||||||||||||||||||||||
|
1/26/2023
|
RSU
|
—
|
—
|
—
|
—
|
—
|
—
|
8,025
|
33.15
|
266,029
|
|||||||||||||||||||||||||||
|
Steven G. Burdette
|
|||||||||||||||||||||||||||||||||||||
|
1/26/2023
|
ACMIP-I
|
10,584
|
294,000
|
514,500
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
|
1/26/2023
|
ACMIP-II
|
—
|
73,500
|
73,500
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
|
1/26/2023
|
PRSU
|
—
|
—
|
—
|
3,193
|
7,982
|
13,969
|
—
|
$
|
33.15
|
264,603
|
||||||||||||||||||||||||||
|
1/26/2023
|
PRSU.1
|
—
|
—
|
—
|
798
|
1,995
|
2,494
|
—
|
33.15
|
66,134
|
|||||||||||||||||||||||||||
|
1/26/2023
|
RSU
|
—
|
—
|
—
|
—
|
—
|
—
|
4,276
|
33.15
|
141,749
|
|||||||||||||||||||||||||||
|
Richard B. Hare
|
|||||||||||||||||||||||||||||||||||||
|
1/26/2023
|
ACMIP-I
|
8,705
|
241,800
|
423,150
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
|
1/26/2023
|
ACMIP-II
|
—
|
60,450
|
60,450
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
|
1/26/2023
|
PRSU
|
—
|
—
|
—
|
2,703
|
6,757
|
11,825
|
—
|
$
|
33.15
|
223,995
|
||||||||||||||||||||||||||
|
1/26/2023
|
PRSU.1
|
—
|
—
|
—
|
676
|
1,689
|
2,111
|
—
|
33.15
|
55,990
|
|||||||||||||||||||||||||||
|
1/26/2023
|
RSU
|
—
|
—
|
—
|
—
|
—
|
—
|
3,620
|
33.15
|
120,003
|
|||||||||||||||||||||||||||
|
Edward J. Clary
|
|||||||||||||||||||||||||||||||||||||
|
1/26/2023
|
ACMIP-I
|
7,258
|
201,600
|
352,800
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
|
1/26/2023
|
ACMIP-II
|
—
|
50,400
|
50,400
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
|
1/26/2023
|
PRSU
|
—
|
—
|
—
|
2,027
|
5,068
|
8,869
|
—
|
$
|
33.15
|
168,004
|
||||||||||||||||||||||||||
|
1/26/2023
|
PRSU.1
|
—
|
—
|
—
|
507
|
1,267
|
1,584
|
—
|
33.15
|
42,001
|
|||||||||||||||||||||||||||
|
1/26/2023
|
RSU
|
—
|
—
|
—
|
—
|
—
|
—
|
2,715
|
33.15
|
90,002
|
|||||||||||||||||||||||||||
|
John L. Gill
|
|||||||||||||||||||||||||||||||||||||
|
1/26/2023
|
ACMIP-I
|
7,258
|
201,600
|
352,800
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
|
1/26/2023
|
ACMIP-II
|
—
|
50,400
|
50,400
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
|
1/26/2023
|
PRSU
|
—
|
—
|
—
|
2,027
|
5,068
|
8,869
|
—
|
$
|
33.15
|
168,004
|
||||||||||||||||||||||||||
|
1/26/2023
|
PRSU.1
|
—
|
—
|
—
|
507
|
1,267
|
1,584
|
—
|
33.15
|
42,001
|
|||||||||||||||||||||||||||
|
1/26/2023
|
RSU
|
—
|
—
|
—
|
—
|
—
|
—
|
2,715
|
33.15
|
90,002
|
|||||||||||||||||||||||||||
|
(1)
|
Award Type: ACMIP-I = Annual Cash Management Incentive Plan Compensation based on company performance
|
|
(2)
|
The 2023 Non-Equity Incentive Plans as discussed above provided for a target payout for 100% attainment of the goals and decreased to the payout threshold and increased to the maximum
payout noted above.
|
|
(3)
|
The PRSU grant is based on 2023 adjusted EBITDA as discussed above. The number of shares actually achieved were 83.9% of the target and are shown as outstanding awards on page 29.
|
|
(4)
|
The PRSU.1 grant is based on a sales target for 2023. The number of shares actually achieved were 44.5% of the target and are shown as outstanding awards on page 29.
|
|
(5)
|
The base price for the PRSUs and RSUs is the closing price of our stock on the date of grant.
|
|
(6)
|
The fair value for the PRSUs and RSUs was determined using the target number of shares granted multiplied by the closing stock price on the grant date, in accordance with ASC Topic
718.
|
|
Outstanding Equity Awards at 2023 Fiscal Year-End Table
|
|
Stock Awards
|
|||||||||||
|
Name
|
Date Awarded
|
Number of Shares of Stock That Have Not Vested (#)
|
Market Value of Shares of Stock that Have Not Vested ($)
|
Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)
|
Equity Incentive Plan Award: Market or Payout Value of Unearned Shares That Have Not Vested ($)
|
||||||
|
Clarence H. Smith
|
|||||||||||
|
1/21/21(1)
|
2,201
|
$
|
78,136
|
||||||||
|
1/21/21(2)
|
37,352
|
1,325,996
|
|||||||||
|
1/21/21(3)
|
6,670
|
236,785
|
|||||||||
|
1/26/22(1)
|
5,262
|
186,801
|
|||||||||
|
1/26/22(4)
|
25,592
|
908,516
|
|||||||||
|
1/26/22(5)
|
6,237
|
221,414
|
|||||||||
|
1/26/23(1)
|
7,715
|
273,883
|
|||||||||
|
1/26/23(6)
|
21,543
|
764,777
|
|||||||||
|
1/26/23(7)
|
2,856
|
101,388
|
|||||||||
|
Steven G. Burdette
|
|||||||||||
|
1/21/21(1)
|
995
|
35,323
|
|||||||||
|
1/21/21(2)
|
9,849
|
349,640
|
|||||||||
|
1/21/21(3)
|
1,759
|
62,445
|
|||||||||
|
3/01/21(1)
|
1,650
|
58,575
|
|||||||||
|
1/26/22(1)
|
2,640
|
93,720
|
|||||||||
|
1/26/22(4)
|
7,787
|
276,439
|
|||||||||
|
1/26/22(5)
|
1,899
|
67,415
|
|||||||||
|
1/26/23(1)
|
4,276
|
151,798
|
|||||||||
|
1/26/23(6)
|
6,697
|
237,744
|
|||||||||
|
1/26/23(7)
|
888
|
31,524
|
|||||||||
|
Richard B. Hare
|
|||||||||||
|
1/21/21(1)
|
1,039
|
36,885
|
|||||||||
|
1/21/21(2)
|
10,290
|
365,295
|
|||||||||
|
1/21/21(3)
|
1,838
|
65,249
|
|||||||||
|
1/26/22(1)
|
2,323
|
82,467
|
|||||||||
|
1/26/22(4)
|
6,853
|
243,282
|
|||||||||
|
1/26/22(5)
|
1,671
|
59,321
|
|||||||||
|
1/26/23(1)
|
3,620
|
128,510
|
|||||||||
|
1/26/23(6)
|
5,669
|
201,250
|
|||||||||
|
1/26/23(7)
|
752
|
26,696
|
|||||||||
|
Outstanding Equity Awards Table (continued)
|
|
Stock Awards
|
|||||||||||
|
Name
|
Date Awarded
|
Number of Shares of Stock That Have Not Vested (#)
|
Market Value of Shares of Stock that Have Not Vested ($)
|
Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)
|
Equity Incentive Plan Award: Market or Payout Value of Unearned Shares That Have Not Vested ($)
|
||||||
|
J. Edward Clary
|
|||||||||||
|
1/21/21(1)
|
830
|
29,465
|
|||||||||
|
1/21/21(2)
|
8,218
|
291,739
|
|||||||||
|
1/21/21(3)
|
1,468
|
52,114
|
|||||||||
|
1/26/22(1)
|
1,716
|
60,918
|
|||||||||
|
1/26/22(4)
|
5,063
|
179,737
|
|||||||||
|
1/26/22(5)
|
1,234
|
43,807
|
|||||||||
|
1/26/23(1)
|
2,715
|
96,383
|
|||||||||
|
1/26/23(6)
|
4,252
|
150,946
|
|||||||||
|
1/26/23(7)
|
564
|
20,022
|
|||||||||
|
John L. Gill
|
|||||||||||
|
1/21/21(1)
|
830
|
29,465
|
|||||||||
|
1/21/21(2)
|
8,218
|
291,739
|
|||||||||
|
1/21/21(3)
|
1,468
|
52,114
|
|||||||||
|
1/26/22(1)
|
1,716
|
60,918
|
|||||||||
|
1/26/22(4)
|
5,063
|
179,737
|
|||||||||
|
1/26/22(5)
|
1,234
|
43,807
|
|||||||||
|
1/26/23(1)
|
2,715
|
96,383
|
|||||||||
|
1/26/23(6)
|
4,252
|
150,946
|
|||||||||
|
1/26/23(7)
|
564
|
20,022
|
|||||||||
|
Outstanding Equity Awards Table Footnotes
|
|
Award Information
|
Vesting Rate
|
Vesting Dates
|
Conditions
|
||||
|
(1)
|
Restricted Stock Units
|
33.3% per year
|
May 8 each year beginning year following grant date
|
Continued employment through vesting date.
|
|||
|
(2)
|
Performance Restricted Stock Units
|
100%
|
Based on 2021 EBITDA, shares achieved at 175% of target.
|
||||
|
(3)
|
Performance Restricted Stock Units
|
100%
|
Based on 2021 consolidated sales, shares achieved at 125% of target.
|
||||
|
(4)
|
Performance Restricted Stock Units
|
100%
|
Based on 2022 EBITDA, shares achieved at 104.3% of target.
|
||||
|
(5)
|
Performance Restricted Stock Units
|
100%
|
Based on 2022 consolidated sales, shares achieved at 101.7% of target.
|
||||
|
(6)
|
Performance Restricted Stock Units
|
100%
|
Based on 2023 EBITDA, shares achieved at 83.9% of target.
|
||||
|
(7)
|
Performance Restricted Stock Units
|
100%
|
Based on 2023 consolidated sales, shares achieved at 44.5% of target.
|
||||
|
Option Exercises and Stock Vested Table
|
|
Option and SSARs Award
|
Stock Awards
|
|||||||||||||||
|
Name
|
Number of Shares Acquired on Exercise (#)
|
Value Realized on Exercise ($)
|
Number of Shares Acquired on Vesting (#)(2)
|
Value Realized on Vesting ($)(1)
|
||||||||||||
|
Clarence Smith
|
—
|
—
|
62,065
|
$
|
2,231,514
|
|||||||||||
|
Steve Burdette
|
—
|
—
|
22,023
|
753,832
|
||||||||||||
|
Richard Hare
|
—
|
—
|
20,255
|
708,624
|
||||||||||||
|
Ed Clary
|
—
|
—
|
16,605
|
581,765
|
||||||||||||
|
John Gill
|
—
|
—
|
16,593
|
581,459
|
||||||||||||
|
(1)
|
The value realized reflects the taxable value to the NEO as of the date of the vesting of restricted stock units. The actual value ultimately realized by the NEO may be more or less than the value
realized calculated in the above table depending on whether and when the NEO held or sold the stock associated with the vesting occurrence.
|
|
(2)
|
The number of shares acquired on vesting is the gross number, including shares surrendered to us for the payment of withholding taxes. The following table outlines the net number of shares received by
the NEOs.
|
|
Name
|
Net Shares Received (#)
|
|
|
Smith
|
34,474
|
|
|
Burdette
|
12,032
|
|
|
Hare
|
11,067
|
|
|
Clary
|
9,072
|
|
|
Gill
|
9,438
|
|
Non-Qualified Deferred Compensation Plans
|
|
Name
|
Aggregate Earnings (Loss) in 2023($)
|
Aggregate Withdrawals/
Distributions in 2023 ($)
|
Aggregate Balance at Last FYE ($)
|
|||||||||
|
Clarence Smith
|
$
|
97,664
|
—
|
$
|
423,459
|
|||||||
|
Ed Clary
|
79,658
|
—
|
621,287
|
|||||||||
|
Name
|
Executive Contributions in 2023 ($)(1)
|
Company Contributions for 2023 ($)(2)
|
Aggregate Earnings (Loss) in 2023 ($)(3)
|
Aggregate
Withdrawals/
Distributions in 2023 ($)
|
Aggregate Balance at Last FYE ($)(4)
|
|||||||||||||||
|
Clarence Smith
|
$
|
109,250
|
$
|
36,080
|
$
|
623,722
|
$
|
(174,494
|
)
|
$
|
4,284,895
|
|||||||||
|
Steve Burdette
|
52,396
|
16,935
|
49,748
|
—
|
556,908
|
|||||||||||||||
|
Richard Hare
|
—
|
—
|
35,170
|
—
|
250,566
|
|||||||||||||||
|
Ed Clary
|
167
|
—
|
150,154
|
—
|
705,621
|
|||||||||||||||
|
(1)
|
Amounts included in this column have been included for the applicable year in the “Salary” and “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table.
|
|
(2)
|
Amounts included in this column have been reported for the applicable year in the “All Other Compensation” column of the Summary Compensation Table.
|
|
(3)
|
Amounts included in this column do not constitute above-market or preferential earnings and accordingly such amounts are not reported in the “Change in Pension Value and Nonqualified Deferred
Compensation Earnings” column of the Summary Compensation Table.
|
|
(4)
|
All amounts included in this column have been reported in the current or prior years as either salary, non-equity incentive compensation or all other compensation in the summary compensation tables or
as earnings or withdrawals in the deferred compensation tables.
|
|
Pension Benefits and Retirement Plans
|
|
Name
|
Plan Name
|
Number of Years Credited Service (#)
|
Present Value of Accumulated Benefits ($)
|
Payments during last fiscal year ($)
|
|||||||||
|
Clarence Smith
|
SERP
|
40
|
$
|
738,387
|
—
|
||||||||
|
Steve Burdette
|
SERP
|
32
|
282,058
|
—
|
|||||||||
|
Ed Clary
|
SERP
|
25
|
442,409
|
—
|
|||||||||
|
John Gill
|
SERP
|
15
|
120,555
|
—
|
|||||||||
|
2023 Potential Payments upon Termination or Change in Control
|
|
•
|
Severance payments – calculated as equal to two times the sum of: (1) the higher of the individual’s annual base salary or the average annual base salary for the three years immediately prior to the
event upon which the notice of termination is based and (2) the higher of the amount paid as annual non-equity incentive compensation or the average amount paid in the three years preceding that in which the date of termination occurs.
|
|
•
|
Final year bonus – a pro-rata amount for the annual incentive plan performance period in which the date of termination occurs, the calculation and payment of which depend on when the date of
termination occurs.
|
|
•
|
Reimbursement for medical and life insurance premiums – payments for a period of 24 months after the date of termination.
|
|
•
|
Acceleration of vesting on then-outstanding stock options and restricted stock awards; then-outstanding performance shares would be governed by the plan under which they were awarded. See “Accelerated
Vesting of Long-Term Incentives” below for additional details on the outstanding awards.
|
|
2023 Potential Payments upon Termination or Change in Control
|
|
Name
|
Voluntary
|
Involuntary Not for
Cause
|
For Cause
|
Change in Control No Termination
|
Involuntary for Good Reason/Not for Cause (CIC)
|
Death
|
Disability
|
|||||||||||||||||||||
|
Clarence H. Smith
|
||||||||||||||||||||||||||||
|
Severance
|
—
|
—
|
—
|
—
|
$
|
3,218,282
|
—
|
—
|
||||||||||||||||||||
|
Healthcare and Other
|
—
|
—
|
—
|
—
|
47,391
|
—
|
—
|
|||||||||||||||||||||
|
Long-Term Incentive
|
—
|
(2)
|
—
|
(2)
|
—
|
(2)
|
$
|
4,097,694
|
$
|
4,097,694
|
$
|
4,097,694
|
$
|
4,097,694
|
||||||||||||||
|
Retirement Plans(1)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
|
Steve Burdette
|
||||||||||||||||||||||||||||
|
Severance
|
—
|
—
|
—
|
—
|
1,841,904
|
—
|
—
|
|||||||||||||||||||||
|
Healthcare and Other
|
—
|
—
|
—
|
—
|
47,391
|
—
|
—
|
|||||||||||||||||||||
|
Long-Term Incentive
|
—
|
(2)
|
—
|
(2)
|
—
|
(2)
|
1,364,620
|
1,364,620
|
1,364,620
|
1,364,620
|
||||||||||||||||||
|
Retirement Plans(1)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
|
Richard Hare
|
||||||||||||||||||||||||||||
|
Severance
|
—
|
—
|
—
|
—
|
1,602,240
|
—
|
—
|
|||||||||||||||||||||
|
Healthcare and Other
|
—
|
—
|
—
|
—
|
61,479
|
—
|
—
|
|||||||||||||||||||||
|
Long-Term Incentive
|
—
|
(2)
|
—
|
(2)
|
—
|
(2)
|
1,208,953
|
1,208,953
|
1,208,953
|
1,208,953
|
||||||||||||||||||
|
Retirement Plans(1)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
|
Ed Clary
|
||||||||||||||||||||||||||||
|
Severance
|
—
|
—
|
—
|
—
|
1,406,472
|
—
|
—
|
|||||||||||||||||||||
|
Healthcare and Other
|
—
|
—
|
—
|
—
|
47,391
|
—
|
—
|
|||||||||||||||||||||
|
Long-Term Incentive
|
—
|
(2)
|
—
|
(2)
|
—
|
(2)
|
925,130
|
925,130
|
925,130
|
925,130
|
||||||||||||||||||
|
Retirement Plans(1)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
|
John Gill
|
||||||||||||||||||||||||||||
|
Severance
|
—
|
—
|
—
|
—
|
1,406,472
|
—
|
—
|
|||||||||||||||||||||
|
Healthcare and Other
|
—
|
—
|
—
|
—
|
47,391
|
—
|
—
|
|||||||||||||||||||||
|
Long-Term Incentive
|
—
|
(2)
|
—
|
(2)
|
—
|
(2)
|
925,130
|
925,130
|
925,130
|
925,130
|
||||||||||||||||||
|
Retirement Plans(1)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
|
1.
|
We disclose the amounts related to the SERP Plan and the plans in which each NEO participates in the Pension Benefits, the Top Hat Mutual Fund Option Plan and the Deferred Compensation
Plan Tables.
|
|
2.
|
Mr. Smith was the only NEO that was retirement eligible for purposes of the long-term incentive awards at December 31, 2023. If he had retired on such date, his outstanding awards
would not have automatically vested. Therefore, we report zero value in the table above (considering for this purpose, “retirement” is a subset of voluntary termination). However, some of his awards would continue to vest following his
retirement through the end of the respective vesting periods, subject to his compliance with certain restrictive covenants. The values of such awards at December 31, 2023 were $4,019,559.
|
|
3.
|
Time-based RSUs vest in full upon an NEO’s termination of employment by reason of death or disability. Similarly, PRSUs generally vest upon an NEO’s termination of employment by reason
of death or disability based on actual performance through the date of death or disability, which for purposes of this table is assumed to be December 31, 2023.
|
|
CEO Pay Ratio
|
|
Pay-Versus-Performance
|
|
Pay-Versus-Performance Table
|
|
Value of initial Fixed $100 Investment
|
Company Selected Financial Performance Measure
|
|||||||||||||||||||||||||||||||
|
Year
|
SCT Total Compensation for PEO (1)
|
Compensation Actually Paid to PEO
|
Average SCT Total Compensation For Non-PEO NEOs (2)
|
Average Compensation Actually Paid
to Non‑PEO NEOs
|
Total Shareholder Return
|
Peer Group Total Shareholder Return (3)
|
Net
Income (4)
(in 000s)
|
Pre-Tax
Income (5)
(in 000s)
|
||||||||||||||||||||||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
||||||||||||||||||||||||
|
2023
|
$
|
i 2,887,694
|
$
|
i 3,479,323
|
$
|
i 1,134,652
|
$
|
i 1,292,075
|
i 246
|
i 142
|
$
|
i 56,319
|
$
|
i 72,711
|
||||||||||||||||||
|
2022
|
i 2,679,191
|
i 2,646,013
|
i 1,170,014
|
i 959,065
|
i 193
|
i 122
|
i 89,358
|
i 119,501
|
||||||||||||||||||||||||
|
2021
|
i 3,161,832
|
i 3,814,594
|
i 1,215,126
|
i 1,490,490
|
i 184
|
i 184
|
i 90,803
|
i 118,535
|
||||||||||||||||||||||||
|
2020
|
i 2,437,008
|
i 3,382,845
|
i 1,013,649
|
i 1,268,297
|
i 153
|
i 136
|
i 59,148
|
i 76,731
|
||||||||||||||||||||||||
|
1.
|
i i i i Clarence Smith / / /
served as our CEO for the entirety of 2023, 2022,
2021, and 2020.
|
|
2.
|
The NEOs included in this calculation for each year are:
|
|
3.
|
The peer group TSR is based on the cumulative return of the NYSE/AMEX/Nasdaq Home Furnishings & Equipment Store Index (SIC Codes 5700-5799).
|
|
4.
|
Net income as included in our 2023 Annual Report on Form 10-K.
|
|
5.
|
i Pre-tax income, or income before income taxes, as included in our 2023
Annual Report on Form 10-K.
|
|
6.
|
The additional table below sets forth each of the amounts required by SEC rule to be deducted from and added to the amount of total compensation as reflected in the Summary
Compensation Table, to calculate CAP. There were no assumptions made in the valuation of equity awards that differ materially from those disclosed as of the grant date of such equity awards.
|
|
PEO
|
2023
|
2022
|
2021
|
2020
|
||||||||||||
|
Total Compensation From SCT
|
$
|
i 2,887,694
|
$
|
i 2,679,191
|
$
|
i 3,161,832
|
$
|
i 2,437,008
|
||||||||
|
DEDUCT: grant date fair value (GDFV) of equity awards granted during FY
|
$
|
i 1,330,012
|
$
|
i 1,150,562
|
$
|
i 1,092,213
|
$
|
i 816,800
|
||||||||
|
ADD: FV as of FY-end of equity awards granted during the year that are outstanding and unvested as of FY-end
|
$
|
i 1,139,337
|
$
|
i 1,219,920
|
$
|
i 1,549,655
|
$
|
i 1,673,482
|
||||||||
|
ADD: change as of end of FY in FV of awards granted in any prior year that are outstanding and unvested as of FY-end
|
$
|
i 466,558
|
$
|
( i 69,860
|
)
|
$
|
i 198,163
|
$
|
i 197,468
|
|||||||
|
ADD: change as of the vesting date (from end of prior FY) in FV for any equity awards granted in any prior year that
vested at the end of or during FY
|
$
|
i 375,969
|
$
|
( i 32,676
|
)
|
$
|
i 199,538
|
$
|
( i 57,482
|
)
|
||||||
|
DEDUCT: FV at the end of the prior FY for awards granted in any prior year that failed to meet applicable vesting
conditions or were cancelled during FY
|
$
|
i —
|
$
|
i —
|
$
|
i —
|
$
|
i 33,264
|
||||||||
|
DEDUCT: change in actuarial present value of the accumulated benefit under all defined benefit and actuarial pension
plans reported in SCT(1)
|
$
|
i 60,223
|
$
|
i —
|
$
|
i 202,381
|
$
|
i 17,567
|
||||||||
|
Compensation Actually Paid (CAP) as defined by SEC Rule
|
$
|
i 3,479,323
|
$
|
i 2,646,013
|
$
|
i 3,814,594
|
$
|
i 3,382,845
|
||||||||
|
Other NEOs
|
2023
|
2022
|
2021
|
2020
|
||||||||||||
|
Total Compensation from SCT
|
$
|
i 1,134,652
|
$
|
i 1,170,014
|
$
|
i 1,215,126
|
$
|
i 1,013,649
|
||||||||
|
DEDUCT: grant date fair value (GDFV) of equity awards granted during FY
|
$
|
i 368,122
|
$
|
i 281,772
|
$
|
i 350,958
|
$
|
i 254,229
|
||||||||
|
ADD: FV as of FY-end of equity awards granted during the year that are outstanding and unvested as of FY-end
|
$
|
i 328,056
|
$
|
i 260,274
|
$
|
i 453,223
|
$
|
i 498,822
|
||||||||
|
ADD: change as of end of FY in FV of awards granted in any prior year that are outstanding and unvested as of FY-end
|
$
|
i 122,711
|
$
|
( i 16,027
|
)
|
$
|
i 63,599
|
$
|
i 89,305
|
|||||||
|
ADD: change as of the vesting date (from end of prior FY) in FV for any equity awards granted in any prior year that
vested at the end of or during FY
|
$
|
i 92,237
|
$
|
( i 19,253
|
)
|
$
|
i 109,500
|
$
|
( i 37,018
|
)
|
||||||
|
DEDUCT: FV at the end of the prior FY for awards granted in any prior year that failed to meet applicable vesting
conditions or were cancelled during FY
|
$
|
i —
|
$
|
i 154,171
|
$
|
i —
|
$
|
i —
|
||||||||
|
DEDUCT: change in actuarial present value of the accumulated benefit under all defined benefit and actuarial pension
plans reported in SCT(1)
|
$
|
i 17,459
|
$
|
i —
|
$
|
i —
|
$
|
i 42,232
|
||||||||
|
Compensation Actually Paid (CAP) as defined by SEC Rule
|
$
|
i 1,292,075
|
$
|
i 959,065
|
$
|
i 1,490,490
|
$
|
i 1,268,297
|
||||||||
|
(1)
|
As discussed on page 23, the SERP Plan was frozen in 2006 and accordingly there are no changes related to service costs and prior service costs.
|
|
•
|
i Pre-Tax Income
|
|
•
|
i Adjusted EBITDA
|
|
•
|
i Net Sales
|
|
•
|
i Total Shareholder Return
|
|
What am I voting on?
|
 |
Advisory vote to approve named executive officers’ compensation (“say-on-pay-vote”).
|
|
|
Voting recommendation:
|
|
Our board of directors recommends a vote “For” approval, on a non-binding, advisory basis, of the compensation paid to our named executive officers.
|
|
Plan Category
|
Number of Securities to be issued upon exercise of outstanding equity awards
(a)
|
Weighted-average exercise price of outstanding options and stock-settled stock appreciation rights (SSARs)
(b)
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column (a))
(c)
|
|||
|
Equity compensation plans approved by stockholders:
|
||||||
|
Long-Term Incentive Plans (1)
|
578,508(2)
|
—
|
1,003,267(3)
|
|||
|
Non-Employee Director Compensation Plan
|
171,962(4)
|
—
|
434,415(5)
|
|||
|
Equity compensation plans not approved by stockholders
|
—
|
—
|
—
|
|||
|
Total
|
750,470
|
—
|
1,437,682
|
|
(1)
|
Shares issuable pursuant to outstanding equity awards under our 2014 LTIP and 2021 LTIP.
|
|
(2)
|
This number is comprised entirely of full value restricted stock units including shares issued pursuant to outstanding performance-based restricted stock units. Upon vesting
shares of common stock are issued for each restricted unit on a 1-for-1 basis.
|
|
(3)
|
Any shares from the 2014 LTIP which are forfeited, expired, or cancelled are not made available for use under the 2021 LTIP. Any shares from the 2021 LTIP which are forfeited,
expired, or cancelled are made available for use under the 2021 LTIP.
|
|
(4)
|
Shares deferred under the Directors’ Deferred Compensation Plan. Shares are issued from those held in the company’s treasury.
|
|
(5)
|
Shares remaining under the Non-Employee Director Compensation Plan. Shares are issued from those held in the company’s treasury.
|
|
The Audit Committee oversees Havertys’ financial reporting process on behalf of the board. Havertys’ management has the primary responsibility for the
financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. Havertys’ independent registered public accounting firm, or
“independent accountants,” is responsible for auditing its consolidated financial statements and providing an opinion as to their conformity with accounting principles generally accepted in the United States as well as attesting and
reporting on the effectiveness of its internal controls over financial reporting.
The Audit Committee’s responsibility is to monitor and review these processes. It is not the Audit Committee’s duty or responsibility to conduct
auditing or accounting reviews or procedures. Consequently, in carrying out its oversight responsibilities, it shall not be charged with, and is not providing, any expert or special assurance as to Havertys’ financial statements, or
any professional certification as to the independent accountants’ work. In addition, the Audit Committee has relied on management’s representation that the financial statements have been prepared with integrity and objectively in
conformity with accounting principles generally accepted in the United States and on the representations of an independent registered public accounting firm included in its report on Havertys’ financial statements.
The Audit Committee is comprised entirely of four independent directors as defined by the NYSE listing standards and Rule 10A-3 of the Securities
Exchange Act of 1934. The Audit Committee is governed by a charter that enumerates its purpose and responsibilities, a copy of which is available on Havertys’ website at
https://ir.havertys.com/corporate-governance-information/corporate-governance-documents.
The Audit Committee met four times during 2023 and schedules its meetings to ensure enough time is available to devote attention to its tasks. In
carrying out its responsibilities, the Audit Committee among other things:
• meets with management and the independent
registered public accounting firm, Grant Thornton LLP (“Grant Thornton”) to review and discuss Havertys’ accounting policies and significant estimates;
• discusses with Havertys’ internal
auditors and Grant Thornton the overall scope and plans for their respective estimates;
• meets with both the internal auditors and
Grant Thornton, with and without management present, to discuss the results of their examinations;
• reviews and discusses quarterly and
annual financial reports prior to filing with the SEC and quarterly earnings press releases;
• supervises the relationship between
Havertys and Grant Thornton, including having direct responsibility for Grant Thornton’s appointment, compensation, retention, and oversight; reviewing the scope of their audit services; approving audit and non-audit services; and
confirming Grant Thornton’s independence;
• reviews with senior management
significant risks and the processes by which risk is identified, assessed, and mitigated; and
• selects for the stockholders’
ratification, the independent registered public accounting firm for 2024.
(continued)
|
|
The Audit Committee further discussed with representatives of Grant Thornton the matters required to be discussed with audit committees by the applicable
requirements of the Public Company Accounting Oversight Board’s standards and the SEC. The Committee also received the written disclosures and the letter from Grant Thornton required by the applicable requirements of the Public Company
Accounting Oversight Board regarding Grant Thornton’s communications with the Committee concerning independence and discussed with representatives of Grant Thornton the independence of that firm.
The Audit Committee also reviewed and discussed together with management and Grant Thornton, Havertys’ audited financial statements for the year ended December
31, 2023, and the results of management’s assessments of the effectiveness of the company’s internal control over financial reporting and Grant Thornton’s audit of internal control over financial reporting.
Based on these reviews and discussions, the Audit Committee recommended to the board that the audited financial statements be included in Havertys’ Annual Report
on Form 10-K for the year ended December 31, 2023.
The Audit Committee
|
||||||||
 |
 |
 |
 |
|||||
|
Al Trujillo
Chair
|
Michael R. Cote
|
G. Thomas Hough
|
Vicki R. Palmer
|
|||||
|
Approval Policies and Procedures
|
|
Principal Accounting Fees Paid to Independent Auditors
|
|
Item
|
2023
|
2022
|
||||||
|
Audit Fees (a)
|
$
|
746,000
|
$
|
732,000
|
||||
|
Audit-Related Fees (b)
|
—
|
—
|
||||||
|
Tax Fees (c)
|
27,752
|
24,000
|
||||||
|
All Other Fees
|
—
|
—
|
||||||
|
Total Fees
|
$
|
773,752
|
$
|
756,000
|
||||
|
What am I voting on?
|
|
Ratification of the appointment of our independent registered public accounting firm for 2024.
|
|
|
Voting recommendation:
|
|
Our board of directors recommends a vote “For” the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2024.
|
|
Ownership by Our Principal Stockholders
|
Common Stock
|
Class A Common Stock
|
|||||||||||||||
|
Name and address of Beneficial Holder
|
Amount and Nature of Beneficial Ownership
|
Percent of Class(1)
|
Amount and Nature of Beneficial Ownership
|
Percent of Class(1)
|
||||||||||||
|
Blackrock, Inc.
50 Hudson Yards, New York, NY
|
2,376,855
|
(3)
|
15.9
|
%
|
—
|
—
|
||||||||||
|
The Burton Partnership
614 W. Bay Street, Tampa, FL
|
1,228,255
|
(4)
|
8.2
|
%
|
—
|
—
|
||||||||||
|
Dimensional Fund Advisors LP
6300 Bee Cave Road, Building One, Austin, TX
|
1,251,604
|
(5)
|
8.4
|
%
|
—
|
—
|
||||||||||
|
The Vanguard Group
100 Vanguard Blvd., Malvern, PA
|
1,088,133
|
(6)
|
7.3
|
%
|
—
|
—
|
||||||||||
|
Renaissance Technologies LLC
800 Third Avenue, New York, NY
|
838,106
|
(7)
|
5.6
|
%
|
—
|
—
|
||||||||||
|
LSV Asset Management
155 N. Wacker Drive, Suite 4600, Chicago, IL
|
762,070
|
(8)
|
5.1
|
%
|
—
|
—
|
||||||||||
|
Villa Clare Partners, L.P.
158 West Wesley Road, Atlanta, GA
|
—
|
—
|
603,497
|
(9)
|
47.3
|
%
|
||||||||||
|
Rawson Haverty, Jr.
|
15,000
|
(11)
|
*
|
186,959
|
(10)(11)
|
14.7
|
%
|
|||||||||
|
Clarence H. Smith
780 Johnson Ferry Road, NE, Atlanta, GA
|
107,723
|
(12)(13)
|
*
|
113,986
|
(14)
|
8.9
|
%
|
|||||||||
|
(1)
|
Based on 14,960,482 shares of our common stock outstanding on March 8, 2024.
|
|
(2)
|
Based on 1,275,395 shares of Class A common stock outstanding on March 8, 2024.
|
|
(3)
|
According to a Schedule 13G filed on January 22, 2024, BlackRock, Inc. holds sole voting power over 2,346,544 shares and sole dispositive power over 2,376,855
shares of common stock.
|
|
(4)
|
According to a Schedule 13G filed on June 1, 2016, The Burton Partnership, LP, The Burton Partnership (QP), LP and Donald W. Burton, General Partner, hold sole
voting and dispositive power over 1,228,255 shares of common stock.
|
|
(5)
|
According to a Schedule 13G/A filed on February 9, 2024, Dimensional Fund Advisors LP (“Dimensional”) holds sole voting power over 1,233,482 shares and sole
dispositive power over 1,251,604 shares of common stock. Dimensional is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940 and furnishes investment advice to our investment companies registered under the
Investment Company Act of 1940 and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (the “Funds”). The shares reported above are owned by the Funds. Dimensional possesses
investment and/or voting power over the shares held by the Funds. Dimensional disclaims beneficial ownership of these securities.
|
|
(6)
|
According to Schedule 13G/A filed on February 13, 2024, The Vanguard Group holds shared voting power over 9,848 shares, sole dispositive power over 1,066,841 shares
of common stock and shared dispositive power over 21,292 shares.
|
|
(7)
|
According to Schedule 13G/A filed on February 13, 2024, Renaissance Technologies LLC holds sole voting and dispositive power over 838,106 shares of common stock.
|
|
(8)
|
According to a Schedule 13G filed on February 9, 2024, LSV Asset Management holds sole voting power over 439,770 shares and sole dispositive power over 762,070
shares of common stock.
|
|
(9)
|
According to a Schedule 13D/A filed on January 3, 2018, Vill Clare Partners, L.P. holds shared voting and dispositive power over 603,497 shares of Class A common
stock. Clarence H. Smith is the manager of the Partnership’s general partner, West Wesley Associates, LLC. Mr. Smith disclaims beneficial ownership of these shares except to the extent of his partnership interest.
|
|
(10)
|
Mr. Haverty has direct ownership of 84,074 shares of Class A Common stock and sole dispositive and voting power over 65,140 shares of Class A common stock held by a
limited liability company for which Mr. Haverty is the manager. The beneficial ownership disclosed also includes 8,728 shares of Class A common stock held in a trust for the benefit of Mr. Havertys child, for which he is co-trustee, as to
which he disclaims beneficial ownership.
|
|
(1)
|
The Mary E. Haverty Foundation is a charitable organization, for which Mr. Haverty has sole voting power through a revocable proxy granted to him by the
Foundation. Mr. Haverty has no pecuniary interest in the shares of the Foundation and disclaims any beneficial ownership in the Foundation’s shares. The amounts shown reflect 15,000 shares of common stock and 29,017 shares of Class A
common stock, respectively.
|
|
(2)
|
Mr. Smith has direct ownership of 64,177 shares of common stock. The beneficial ownership disclosed includes 29,689 shares of common stock held by Mr. Smith’s
wife, as to which he disclaims beneficial ownership. Mr. Smith also has 6,007 shares beneficially owned under the Havertys’ directors’ Deferred Plan.
|
|
(3)
|
This amount includes 7,850 shares of common stock held by a Georgia Limited Partnership in which Mr. Smith is a partner. Mr. Smith disclaims beneficial
ownership of these shares except to the extent of his pecuniary interest in the partnership.
|
|
(4)
|
Mr. Smith has direct ownership of 112,036 shares of Class A common stock. The beneficial ownership disclosed includes 1,950 shares of Class A Common stock held
by Mr. Smith’s wife, as to which he disclaims beneficial ownership.
|
|
Ownership by Our Directors and Management
|
|
Common Stock
|
Class A Common Stock
|
|||||||||||||||
|
Amount and Nature of Beneficial Ownership(1)
|
Percent of Class(2)
|
Amount and Nature of Beneficial Ownership
|
Percent of Class(3)
|
|||||||||||||
|
Steven G. Burdette
|
16,663
|
*
|
28,530
|
2.2
|
%
|
|||||||||||
|
J. Edward Clary
|
46,238
|
*
|
—
|
—
|
||||||||||||
|
Michael R. Cote
|
6,862
|
*
|
—
|
—
|
||||||||||||
|
L. Allison Dukes
|
26,844
|
*
|
—
|
—
|
||||||||||||
|
John L. Gill
|
22,303
|
*
|
7,500
|
*
|
||||||||||||
|
Richard B. Hare
|
25,009
|
*
|
—
|
—
|
||||||||||||
|
Rawson Haverty, Jr.
|
15,000
|
(4) |
*
|
186,959
|
(4)(5) |
14.7
|
%
|
|||||||||
|
G. Thomas Hough
|
30,026
|
*
|
—
|
—
|
||||||||||||
|
Mylle H. Mangum
|
67,816
|
—
|
||||||||||||||
|
Vicki R. Palmer
|
33,237
|
*
|
—
|
—
|
||||||||||||
|
Derek G. Schiller
|
10,179
|
*
|
—
|
—
|
||||||||||||
|
Clarence H. Smith
|
107,723
|
(6)(7) |
*
|
717,483
|
(8)(9) |
56.3
|
%
|
|||||||||
|
Al Trujillo
|
65,405
|
*
|
—
|
—
|
||||||||||||
|
Directors and Executive Officers
as a group (16 persons)
|
592,417
|
4.0
|
%
|
940,472
|
73.7
|
%
|
||||||||||
|
(1)
|
This column also includes shares of common stock beneficially owned under our directors’ Deferred Plan for the following individuals: Mr. Cote: 5,474;
Mrs. Dukes – 26,844; Mr. Hough – 14,880; Ms. Mangum – 64,297; Mr. Schiller – 3,519; Mr. Smith – 6,007; and Mr. Trujillo – 3,519.
|
|
(2)
|
Based on 14,960,482 shares of our common stock outstanding on March 8, 2024.
|
|
(3)
|
Based on 1,275,395 shares of our Class A common stock outstanding on March 8, 2024.
|
|
(4)
|
The Mary E. Haverty Foundation is a charitable organization, for which Mr. Haverty has sole voting power through a revocable proxy granted to him by the
Foundation. Mr. Haverty has no pecuniary interest in the shares of the Foundation and disclaims any beneficial ownership in the Foundation’s shares. The amounts shown reflect 15,000 shares of common stock and 29,017 shares of Class A
common stock, respectively.
|
|
(5)
|
Mr. Haverty has direct ownership of 84,074 shares of Class A common stock. The beneficial ownership disclosed also includes 65,140 shares of Class A common
stock held by a limited liability company for which Mr. Haverty is the manager and 8,728 shares of Class A common stock held in trust for the benefit of Mr. Haverty’s child, for which he is co-trustee, as to which he disclaims
beneficial ownership.
|
|
(6)
|
Mr. Smith has direct ownership of 64,177 shares of common stock. The beneficial ownership disclosed includes 29,689 shares of common stock held by Mr. Smith’s
wife, as to which he disclaims beneficial ownership.
|
|
(7)
|
This amount includes 6,007 shares of common stock held by a Georgia limited partnership in which Mr. Smith is a partner. Mr. Smith disclaims beneficial
ownership of these shares except to the extent of his pecuniary interest in the partnership.
|
|
(8)
|
Mr. Smith has direct ownership of 112,036 shares of Class A common stock. The beneficial ownership disclosed includes 1,950 shares of Class A common stock
held by Mr. Smith’s wife, as to which he disclaims beneficial ownership.
|
|
(9)
|
The amount also includes shares held by a partnership. According to a Schedule 13D filed on January 3, 2018, Villa Clare Partners, L.P. holds shared voting
and dispositive power over 603,497 shares of Class A common stock. Mr. Smith is the manager of the Partnership’s general partner, West Wesley Associates, LLC. Mr. Smith disclaims beneficial ownership of these shares except to the extent
of his partnership interest.
|
|
Board Voting Recommendation
|
Votes Required for Approval
|
Abstentions
|
Broker
Non-Votes
|
|||||
|
Election of Directors:
Class A Common Stockholders
Common Stockholders
|
FOR
FOR
|
Plurality of affirmative votes cast in person or by proxy (i.e. the most affirmative votes)
|
No effect
|
No effect
|
||||
|
Advisory Vote on Executive Compensation
|
FOR
|
Combined majority of votes cast in person or by proxy
|
No effect
|
No effect
|
||||
|
Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2024
|
FOR
|
Combined majority of votes cast in person or by proxy
|
No effect
|
No effect
Discretionary voting by broker permitted
|
|
Stockholders Sharing the Same Address
|
|
Stockholder Proposals for 2025 Meeting
|
|
Available Information
|
|
Other Business
|
|
By Order of the Board of Directors
Jenny Hill Parker
Senior Vice President, Finance and
Corporate Secretary
Atlanta, Georgia
|
|
Reconciliation of EBITDA
|
|
(in thousands)
|
Year Ended
|
|||
|
Income before income taxes, as reported(1)
|
$
|
72,711
|
||
|
interest income, net(1)
|
(5,508
|
)
|
||
|
Depreciation(1)
|
18,603
|
|||
|
EBITDA
|
85,806
|
|||
|
(1)
|
These amounts are included in our Form 10-K for the year ended December 31, 2023.
|
| This ‘DEF 14A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 2/28/26 | ||||
| 3/17/25 | ||||
| 2/28/25 | ||||
| 1/26/25 | ||||
| 12/31/24 | ||||
| 12/27/24 | ||||
| 11/27/24 | ||||
| 5/10/24 | ||||
| For Period end: | 5/6/24 | |||
| 5/5/24 | ||||
| 4/22/24 | ||||
| Filed on: | 3/27/24 | |||
| 3/8/24 | 8-K, S-8 | |||
| 3/4/24 | ||||
| 2/28/24 | 4 | |||
| 2/13/24 | SC 13G/A | |||
| 2/9/24 | SC 13G, SC 13G/A | |||
| 1/22/24 | SC 13G/A | |||
| 12/31/23 | 10-K | |||
| 12/29/23 | ||||
| 5/8/23 | 4 | |||
| 1/26/23 | 4, SC 13G/A | |||
| 1/1/23 | ||||
| 12/31/22 | 10-K, 5, SD | |||
| 12/31/21 | 10-K, 5, SD | |||
| 5/10/21 | ||||
| 1/3/18 | SC 13D/A | |||
| 6/1/16 | SC 13G | |||
| 12/31/15 | 10-K | |||
| 12/31/08 | 10-K, 5, 8-K, ARS | |||
| List all Filings | ||||